Generali Group

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          Role, functions and activity

          The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

          The responsibilities allocated to the Board of Directors include:

          • Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
          • Proposing the allocation of profit shown in the financial statements and the distribution of dividends.
          • Taking decisions on the merging, opening or closing of departments and secondary offices.
          • Appointing one or more general managers, setting their powers and responsibilities, and revoking the appointments.
          • On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives.
          • Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest.
          • Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.

          The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.

          Board Diary 2017

          The main activities and goals of the Board of Directors in 2017 are listed in the following charts:

          Strategy and Finance Internal Control and Risk Management Governance
             
          • Review of GHO organisational structure
          • Review of the composition and duties of the Investment Committee
          • Appointment and determination of the remuneration of the new Group CFO and MPFR

           

          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of transaction on Intesa San Paolo shares
          • Review of the Strategic Asset Allocation for 2017
          • Financial affairs and equity investments
          • Resolutions on reinsurance
          • Examination of IT security issues
          • Approval of impairment test procedures
          • Approval of budgets of Board Committees and Surveillance Body
          • Resolutions on the activity plans of the Internal Control Functions and related budgets
          • Report of the head of the Internal Audit function on complaints management
          • Examination of results of the Board Review
          • Approval of proposed amendments to the Articles of Association
          • Assessment of professionalism, respectability and indipendence requirements for Directors and Statutory Auditors
          • Assessment of requirements of the Fit&Proper Policy
          • Resolutions on senior executives of the Strategic Subsidiaries
          • Topics relating to remuneration of heads of Internal Control Functions
          • Review of RPT procedures
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of consolidated financial statements, Parent Company’s draft financial statements, associated Directors' reports and proposed distribution of dividend
          • Assessment of Group CEO's succession plan policy and update of performance review and succession planning processes
          • Definition of key targets and ranges relating to 2017 STI plans for Group CEO and GMC members
          • Approval of Sustainability report and Charter of Sustainability Commitments
          • Financial affairs and equity investments
          • Update of Group policies
          • Approval of MPFR's activity plan and related budget
          • Evaluation of adequacy of organisational, administrative and accounting structure of the Company and its Strategic Subsidiaries
          • Evaluation of adequacy and efficiency of the internal control and risk management system
          • Examination of reports of Control Functions on implementation of remuneration policies pursuant to art. 23 of ISVAP Regulation no. 39 of 9 June 2011
          • Examination of actuarial report on the Company's technical reserves
          • Increase in share capital for the purposes of the 2014 LTI Plan
          • Outcome of the 2016 incentive plans for Group CEO and GMC members
          • 2016 Remuneration Report
          • Corporate governance and share ownership report 2016
          • Resolutions on senior executives of the Strategic Subsidiaries
          • Approval of the proposal for determination of the remuneration of the Board of Statutory Auditors being elected
          • Call of the General Meeting and adoption of any relevant report
          • Annual report on 2016 RPT
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Strategy Day
          • Examination of business trends
          • Financial affairs
          • Update of Group policies
          • Amendment of Regulation of the Board of Directors and Board Committees and update of powers of the MD/Group CEO
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Interim financial information as at 31 March 2017
          • Update on business in one country
          • Resolutions on financial affairs
          • Approval of the Company's 2016 ORSA Report
          • Update of Group policies
          • Approval of the Company's Regulatory Supervisory Report and Solvency Financial Condition Report
          • Examination of Regulator's letter to the market
          • Examination of changes to the internal capital calculation model pursuant to Solvency II
          • Assessment  of professionalism, respectability and independence requirements for Statutory Auditors
          • Designation and remuneration of members of the GMC
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Examination of business trends
          • Financial affairs and equity investments
          • Update on operations in one business unit
          • Approval of the Group's 2016 ORSA Report
          • Approval of the Group's Regulatory Supervisory Report and Solvency Financial Condition Report
          • Examination of Regulator's letter to the market
          • Approval of the statistical information policy, as per IVASS Regulation no. 36 of 28 February 2017
          • Approval of amendments to the Articles of Association
          • Assessment of the Directors' independence requirements pursuant to the CFBA
          • Check on interlocking events pursuant to s. 36, Act no. 201 of 6 December 2011, relating to Directors and Statutory Auditors
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Examination of business trends
          • Resolutions on financial affairs and equity investments
          • IT strategy

           

          • Appointment and determination of remuneration of head of control function
          • Approval of 2017 LTI Regulation
          • Remuneration issues of a senior executive of a Strategic Subsidiary
          Strategy and Finance Internal Control and Risk Management Governance
          • Approval of the half-year reports as at 30 June 2017
          • Financial affairs and equity investments
          • Evaluation of adequacy and efficiency of the internal control and risk management system
          • Resolution on the report of the head of the Internal Audit function on complaints management
          • Other reports on the internal control and risk management system
          • Appointment of head of control function

           

          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Examination of business trends
          • Financial affairs and equity investments
          • Report on the 2017 Global Engagement Survey
             
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Strategy Day
          • Examination of the business trends
          • Financial affairs and equity investments
          • Resolutions on reinsurance
           
          • Resolution on a member of the GMC
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Interim financial information as at 30 September 2017
          • Financial affairs and equity investments
          • Revision of Liquidity Risk Management Plan, Recovery Plan and Systemic Risk Management Plan
          • Update of Group policies
           
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Examination of 2018 budget and Strategic Asset Allocation for 2018
          • Financial affairs and equity investments
          • Update of Group policies
          • Review of Risk Appetite Framework
          • Update of 2017 Audit Plan
          • Designation and determination of remuneration of key management personnel and senior executives of Strategic Subsidiaries
          • Approval of Diversity Policy for members of the Company Board of Directors and Board of Statutory Auditors
          • Update of the Company investment policy
          • Report on the preparation of the declaration on non-financial information as per Leg. Decree 254/2016

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          2017 BOARD DIARY - Main activities and goals 55 kb